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EXHIBIT 10.4
PROMISSORY NOTE
$ 240,000.00 January 22, 2007
FOR VALUE RECEIVED FTS Group, Inc., a Nevada corporation, having
a place
of business at 7610 West Hillsborough Avenue, Tampa, Florida
33615 (the "Payor")
hereby unconditionally promises to pay, without defalcation or
offset and except
as may otherwise be provided, without notice or demand, to the
order of
Whalehaven Capital Fund Limited, and/or its successors, assigns,
heirs and
personal representatives having an address at c/o FWS Capital
Ltd., 3rd Floor,
14 Par-Laville Road, Hamilton, Bermuda HM08 ("Payee"), or at
such other place as
the holder hereof may from time to time designate in writing,
the principal sum
of Two Hundred Forty Thousand and No/100 ($240,000.00) Dollars,
in lawful money
of the United States of America in accordance with the terms of
this Note.
ARTICLE 1 PAYMENT TERMS
Payor agrees to pay sums due under this Note in installments as
follows:
(a) Payment Terms; Term of the Loan. Commencing on the third
(3rd) day of
May, 2007 (the "First Payment Date"), and continuing monthly
thereafter, a total
of six (6) equal payments each in the sum of Sixteen Thousand
Five Hundred
Dollars ($16,500) and monthly thereafter a total of six (6)
equal payments each
in the sum of Twenty-Three Thousand Five Hundred Dollars
($23,500) (the
"Installments").
(b) Maturity. On April 3, 2008 (the "Maturity Date"), this Note
shall
mature and the entire unpaid principal balance hereof, and all
other sums which
may be due and payable shall become due and payable in full.
(c) Place and Manner of Payments. All payments (including
prepayments) to
be made in respect of principal, interest or other amounts due
from Payor
hereunder shall be payable by 2:00 p.m., Eastern time, at
Payee's address set
forth on page 1 of this Note (or such other address as Payee may
designate from
time to time) on the day when due. Such payments shall be made
to Payee in
lawful money of the United States of America in funds
immediately available at
such office without setoff, counterclaim or other deduction of
any nature. Any
such payment received by Payee after 2:00 p.m., Eastern time, on
any day shall
be deemed to have been received on the next succeeding Business
Day (as
hereinafter defined). Whenever any payment to be made under this
Note or any
other Loan Document shall be stated to be due on a day which is
not a Business
Day, such payment shall be made on the next following business
Day and such
extension of time shall be included in computing interest, if
any, in connection
with such payment. To the extent permitted by law, after there
shall have become
due beyond all applicable cure periods (by acceleration of
otherwise) any other
amounts due from Payor hereunder or under, such amount shall
bear interest for
each day until paid (before and after judgment), payable on
demand, at the
Default Rate (as hereinafter defined).
<PAGE>
(d) Application of Payments. All payments shall be applied to
the
reduction of principal.
ARTICLE 2 INTEREST
The Note shall bear interest at a rate of twenty percent (20%)
or Two
Hundred Thousand Dollars ($200,000) which shall be paid in the
form of an
original issue discount to the Note.
ARTICLE 3 DEFAULT AND ACCELERATION
Upon the occurrence of an Event of Default (as defined in the
Stock
Purchase Agreement of January 3, 2006): (a) the entire unpaid
balance of the
Loan, and all other sums paid by any holder hereof to or on
behalf of Payor, or
any successor in interest to the Payor, pursuant to the terms of
this Note,
together with late charges thereon, including interest at the
Default Rate as
applicable, at the option of Payee or the then holder hereof and
without notice,
shall become immediately due and payable, and one or more
executions may
forthwith issue on any judgment or judgments obtained by virtue
hereof; and (b)
Payee or the then holder hereof may exercise all of its rights
and remedies
provided it in the Stock Purchase Agreement, at law or in
equity. No failure on
the part of any holder hereof to exercise any of the rights
hereunder or under
the Stock Purchase Agreement shall be deemed a waiver of such
rights or of any
Event of Default hereunder or thereunder.
Payor hereby releases Payee from all errors and defects
whatsoever in
entering an action on account of such Event of Default and any
judgment obtained
pursuant thereto.
ARTICLE 4 DEFAULT INTEREST
Notwithstanding the stated Interest Rate above, from and after
the date of
any Event of Default (as hereinafter defined) until such Event
of Default is
cured, and after the maturity hereof, the Loan shall bear
interest at a rate per
annum equal to the highest interest rate permitted under the
laws of the
Commonwealth of Pennsylvania (the "Default Rate"); which Default
Rate shall be
effective before and after judgment.
ARTICLE 5 LATE CHARGE
In addition to the foregoing, in the event any installment of
principal is
not paid within ten (10) days of the due date thereof, Payor
shall, upon demand,
pay a late charge on the over due Installment(s), only as
determined by Payee,
not to exceed five (5%) percent of any such overdue payment, as
compensation for
the additional services resulting from such overdue payment,
which "late charge"
shall be payable on demand. This charge shall be in addition to,
and not in lieu
of, any other remedy Payee may have and is in addition to any
fees and charges
of any agents or attorneys which Payee is entitled to employ
upon the occurrence
of any default hereunder, whether authorized herein, or by
law.
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ARTICLE 6 PREPAYMENT
Payor shall have the right to prepay the principal indebtedness,
in whole
or in part, at anytime without penalty.
ARTICLE 7 STOCK PURCHASE AGREEMENT
This Note evidences the amount payable by Payor hereunder. This
Note is
secured by and entitled to the benefits of its pro-rata portion
of 10,000 common
shares of See World Satellites Inc. deposited with the escrow
agent pursuant to
the terms of the Escrow Agreement.
ARTICLE 8 TAXES AND REVENUE STAMPS
If at any time the United States Government, the Commonwealth
of
Pennsylvania, or any subordinate political subdivision thereof,
or any
department or bureau thereof shall require Internal Revenue
stamps, assess a
personal property tax, or levy any similar tax, fee or
assessment on this Note,
then and in such event upon demand from Payee, the Payor shall
pay for same; and
upon default in such payment within fifteen (15) days after
demand for same, the
holder of this Note may pay for such stamps and add the amount
so paid to the
principal debt evidenced by this Note and secured by the Stock
Escrow Agreement,
and said additional principal shall bear interest at the Default
Interest Rate.
If any law or ordinance adopted hereafter imposes a tax on the
holder hereof
with respect to this Note, the holder shall have the right at
its election from
time to time to require Payor, upon thirty (30) days notice, to
pay such tax
and, if not so paid, the holder hereof may pay such sum, which
sum shall
thereafter be added to the principal debt evidenced by this Note
and secured by
the Stock Escrow Agreement, and said additional principal shall
bear interest at
the Defa
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